FIORF Fiore Cannabais Ltd (CE)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2015

Commission File Number: 001-31799

ROUGE RESOURCES INC.
(Translation of Registrant’s Name into English)

#203-409 Granville St, Vancouver, British Columbia, Canada, V6C 1T2
(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F]
Form 20-F [X]      Form 40-F [   ]

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)]
Yes [   ]      No [X]

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)]
Yes [   ]      No [X]

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12-g-3-3(b) under the Securities Exchange Act of 1934]
Yes [   ]      No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_ ______________

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SUBMITTED HEREWITH

Exhibits

	99.1	Interim Financial Statements for nine months ended October 31, 2015
	99.2	Management Discussion and Analysis for nine months ended October 31, 2015
	99.3	Form 52-109FV1 - Certification of Interim Filings - CEO
	99.4	Form 52-109FV1 - Certification of Interim Filings - CFO

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the Company by the undersigned, thereunto duly authorized.

	Rouge Resources Ltd.
Dated: December 15, 2014	By:	/s/ Linda Smith
		Linda Smith
	Title:	Chief Executive Officer

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ROUGE RESOURCES LTD.

(An Exploration Stage Company)

UNAUDITED INTERIM FINANCIAL STATEMENTS

NINE MONTHS ENDED OCTOBER 31, 2015

(Expressed in Canadian Dollars)

 

	•	Statement of Financial Position
	•	Statement of Comprehensive Loss
	•	Statement of Changes in Equity
	•	Statement of Cash Flows
	•	Notes to Financial Statements

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. They include appropriate accounting principles, judgement and estimates in accordance with IFRS for interim financial statements.

The Company’s independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim financial statements by an entity’s auditors.

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Rouge Resources Ltd.
Interim Statements of Financial Position
(Expressed in Canadian dollars – unaudited)

		Notes			October 31,						January 31,
					2015			2014			2015
											(audited)
ASSETS
Current assets
Cash				$	2,326		$	3,261		$	271
GST receivable					455			1,713			749
					2,781			4,974			1,020
Non-current assets
Credit card security deposit					6,900			6,900			6,900
Equipment		4			688			997			888
Exploration and evaluation assets		5			284,341			304,441			277,341
					291,929			312,338			285,129
TOTAL ASSETS				$	294,710		$	317,312		$	286,149
LIABILITIES
Current liabilities
Trade payables and accrued liabilities		6		$	18,896		$	19,113		$	27,308
Loan payable		7			39,676			39,676			39,676
Related party payables		8			254,055			84,341			120,485
TOTAL LIABILIITES					312,627			143,130			187,469
EQUITY
Share capital		9			3,953,590			3,953,590			3,953,590
Convertible debt reserve		10			53,357			53,357			53,357
Deficit					(4,024,864	)		(3,832,765	)		(3,908,267	)
TOTAL EQUITY					(17,917	)		174,182			98,680
TOTAL LIABILITIES AND EQUITY				$	294,710		$	317,312		$	286,149
Going concern		1

Approved on behalf of the Board of Directors:

“Linda Smith”		“Ronald McGregor”
Director		Director

The accompanying notes are an integral part of these financial statements

2

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Rouge Resources Ltd.
Interim Statements of Comprehensive Loss
(Expressed in Canadian dollars – unaudited)

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Rouge Resources Ltd.
Interim Statement of Changes in Equity
(Expressed in Canadian dollars – unaudited)

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Rouge Resources Ltd.
Interim Statements of Cash Flows
(Expressed in Canadian dollars – unaudited)

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

1.           Nature and continuance of operations

Rouge Resources Ltd (the “Company”) was incorporated on March 31, 1988 under the laws of the province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada. The Company’s shares are traded on the TSX Venture Exchange (“TSX-V”) under the symbol ROU and quoted on the OTC:BB in the United States.

The Company’s registered and records office is located at Suite 203 - 409 Granville St., Vancouver, British Columbia, V6C 1T2.

These interim financial statements have been prepared on the assumption that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. As at October 31, 2015, the Company had not advanced any of its properties to commercial production and is not able to finance day-to-day activities through operations. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities; its ability to attain profitable operations and generate funds therefrom; and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and companies controlled by directors, and/or private placement of common shares. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its Statements of Financial Position.

2.           Significant accounting policies and basis of preparation

These interim financial statements were authorized for issue on December 15, 2015 by the directors of the Company.

Statement of compliance and conversion to International Financial Reporting Standards
These interim financial statements comply with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and with interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Therefore, these financial statements also comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the audited annual financial statements of the Company for the year ended January 31, 2015 filed on SEDAR and EDGAR. However, this interim financial report provides selected significant disclosures that are required in the annual financial statements under IFRS.

Basis of preparation
These condensed interim financial statements have been prepared on an accrual basis; are based on historical costs, modified where applicable; and are presented in Canadian dollars unless otherwise noted.

Significant estimates and assumptions
The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include: the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, recoverability and measurement of deferred tax assets, and provisions for restoration and environmental obligations and contingent liabilities.

Significant judgments
The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates and assumptions, in applying accounting policies. The most significant judgments in preparing the Company’s financial statements include:

-	assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; and
-	classification / allocation of expenditures as exploration and evaluation assets or operating expenses.

Foreign currency translation, transactions and balances
The functional currency of a Company is measured using the currency of the primary economic environment in which it operates. These financial statements are presented in Canadian dollars which is the Company’s functional and presentation currency.

Foreign currency transactions, where applicable, are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the Statement of Comprehensive Loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Exploration and evaluation expenditures
Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred.

Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.

Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued. Exploration and evaluation expenditures are capitalized. The Company capitalizes costs to specific blocks of claims or areas of geological interest. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

-	the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
-	substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

-	exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
-	sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the Company stops capitalizing expenditures for the applicable block of claims or geological area of interest and tests the asset for impairment. The capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible mine development assets according to the nature of the asset.

Development expenditures
Costs arising from the construction, installation or completion of infrastructure facilities are capitalized within mine development assets until the mine achieves commercial production at which point accumulated costs are transferred to producing mine assets.

Share-based payments
The Company has a stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. Compensation expense is recognized and the corresponding amount is recorded in the share option reserve. The fair value of options is determined using the Black–Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. When the options are exercised, share capital is credited for the consideration received and the related share option reserve is decreased.

Loss per share
Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under this method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Any stock options or share purchase warrants outstanding cause the calculation of diluted loss per share to be anti-dilutive and are therefore not included in the calculation.

Financial instruments
The Company classifies its financial instruments in the following categories: fair value through profit or loss (“FVTPL”), loans and receivables, held-to-maturity investments, available-for-sale and financial liabilities. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition.

Fair value through profit or loss investments are either held-for-trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or held on fair value basis with a documented risk management or investment strategy. when designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel. Such assets are subsequently measured at fair value with unrealized changes in carrying value being included in profit or loss.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost. They are included in current assets except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments with Company’s intention to hold these investments to maturity. They are subsequently measured at amortized cost. Held-to-maturity investments are included in non-current assets, except for those instruments that are expected to mature within 12 months after the end of the reporting period.

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not suitable to be classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets to the extent they are expected to be realized within 12 months after the end of the reporting period. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses on monetary financial assets which are recognized in profit or loss.

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortized cost.

Regular purchases and sales of financial assets are recognized on the trade-date, ie. the date on which the group commits to purchase the asset.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant and prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen.

Transaction costs related to financial instruments include professional, consulting, regulatory, agency commissions and other costs that are incremental to the acquisition, issuance or disposition of financial assets, liabilities or equity instruments. Transaction costs are initially charged to the related financial instrument or equity instrument, except where the financial instrument is classified as fair value through profit or loss , in which case transaction costs are expensed to the Statement of Comprehensive Loss immediately.

The Company does not have any derivative financial assets and liabilities.

Impairment of assets
The carrying amount of the Company’s non-current assets, which include equipment and exploration and evaluation assets, is reviewed at each reporting date to determine whether there is an indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized in the Statement of Comprehensive Loss whenever the carrying amount of the asset, or its cash-generating unit, exceeds its recoverable amount.

The recoverable amount is the greater of an asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash flows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

A cash-generating unit is the smallest identifiable group of assets that generates cash inflows largely independent of the cash flows from other assets or groups of assets. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. However, any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. An impairment loss with respect to goodwill is never reversed.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Cash
Cash on hand is with a major bank with a high credit rating.

Income taxes
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax
Deferred income tax is recognized using the asset and liability method on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Flow-through shares
On the issuance of flow-through shares, any premium received in excess of the closing market price of the Company’s common shares is initially recorded as a liability (“flow-through tax liability”). Provided that the Company has renounced the related expenditures, or that there is a reasonable expectation that it will do so, the flow-through tax liability is reduced on a pro-rata basis as the expenditures are incurred. If such expenditures are capitalized, a deferred tax liability is recognized. To the extent that the Company has suitable unrecognized deductible temporary differences, an offsetting recovery of deferred income taxes would be recorded.

Restoration and environmental obligations
The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to exploration and evaluation assets with corresponding entries to the related asset and the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of restoration costs, are charged to the Statement of Comprehensive Loss for the period. The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the Statement of Comprehensive Loss in the period incurred. These changes are recorded directly to the related asset with a corresponding entry to the provision. The increase in the restoration provision due to the passage of time is recognized as interest expense.

The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the statement of comprehensive loss in the period incurred.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.

At present, the Company has not identified any significant restoration and environmental obligations in its operations. Accordingly, no provision has been made.

Equipment
Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part, if applicable, is derecognized. All other repairs and maintenance are charged to the Statement of Comprehensive Loss during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the Statement of Comprehensive Loss.

Amortization is calculated on a declining balance method to write-off the cost of the equipment to its residual value over its estimated useful life at the rate of 30% per year.

Comparative figures
Certain comparative figures have been reclassified to conform with the current period’s presentation.

3.           Accounting standards issued recently

New standard IFRS 9 “Financial Instruments”
This new standard is a partial replacement of IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new requirements for the classification and measurement of financial assets, additional changes relating to financial liabilities, a new general hedge accounting standard which will align hedge accounting more closely with risk management. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted.

New standard IFRS 15 “Revenue from Contracts with Customers”
This new standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2017 with early adoption permitted.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

The Company has not early adopted these standards and is currently assessing the impact that these standards will have on its financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

4.           Equipment

					Accumulated			Net book
		Cost			amortization			Value
		$			$			$
		8,710			(7,442	)		1,268
Balance at January 31, 2014 (audited)
Amortization expense for nine months ended October 31, 2014		-			(271	)		(271	)
Balance at October 31, 2014		8,710			(7,713	)		997
Amortization expense for three months ended January 31, 2015		-			(109	)		(109	)
Balance at January 31, 2015 (audited)		8,710			(7,822	)		888
Amortization expense for nine months ended October 31, 2015		-			(200	)		(200	)
Balance at October 31, 2015		8,710			(8,022	)		688

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

5.           Exploration and evaluation assets

The following table summarizes the amounts expended on exploration and evaluation assets for the nine months ended October 31, 2015 and year ended January 31, 2015:

								Total for nine			Total for year
		North-Central Ontario						months ended			ended
		Dotted Lake			Lampson			October 31,			January 31,
		mining			Lake mining			2015			2015
		claims			claims			$			$
		$			$
Property acquisition costs
Balance, beginning		4,400			59,213			63,613		$	74,140
Expenditures		7,000			-			7,000			16,900
Impairment		-			-			-			(27,427	)
Balance, ending		11,400			59,213			70,613			63,613
Exploration and evaluation costs
Balance, beginning		213,728			-			213,728			216,867
Expenditures
Field and camp costs											-
Geological consulting and reporting											-
Geo-referencing											-
Project administration											934
Soil sample analysis											-
Impairment											(4,073	)
		-			-			-			(3,139	)
Balance, ending		213,728			-			213,728			213,728
Total balance, ending	$	225,128		$	59,213		$	284,341		$	277,341

We now hold a 100% interest in 9 claims in the Thunder Bay Mining District of North Central Ontario, known as the Dotted Lake Property (“The Property”), including the 2 adjacent Lampson Lake claims acquired under a 4 year option agreement fully paid by April 20, 2014.

Primarily due to continuing uncertainty in the market conditions of the junior mining exploration sector over the past few years, the Company commenced a claims reduction and reconfiguration plan on The Property during the year ended January 31, 2015 and proceeded to record an impairment charge of $31,500 at this year-end date. This plan was designed to focus entirely on claims of merit resulting in certain claims being allowed to lapse, certain claims being partially re-staked, and certain land positions being modified or increased all of which was substantially completed during the first quarter ended April 30, 2015.

Plan implementation included payment of $4,400 during the year ended January 31, 2015 and $7,000 during the quarter ended April 30, 2015, both for re-staking.

The 2 Lampson Lake claims are subject to a 2% net smelter royalty (“NSR”) in favour of the optionors on one claim and with respect to the other, a combination of a 2% NSR in favour of the optionors and a 1% NSR on any metals and/or a 1% NSR payable to Ontario Exploration Company (“OEC”) on any precious metals recovered from the property. The Company has the right to buy back 1% of the NSR in favour of the optionors for $1,000,000 and to buy back three-quarters of 1% of the royalty vested with OEC over 10 years on an increasing scale from $15,000 to $750,000.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

We continue to monitor claims in North-Central Ontario and plan to make additional acquisitions in this and other areas when and if The Property is considered to be strategic or otherwise beneficial to the Company.

6.           Trade payables and accrued liabilities

Trade payables and accrued liabilities included in the Statement of Financial Position are as follows:

			October 31,						January 31,
			2015			2014			2015
									(audited)
	Trade payables	$	9,196		$	19,113		$	16,943
	Accrued liabilities		9,700			-			10,365
		$	18,896		$	19,113		$	27,308

7.           Loan payable

This $39,676 debt to a former professional advisor in the Statement of Financial Position is an unsecured and non-interest bearing current liability but to date there has been no demand for repayment.

8.           Related party payables and transactions

Related party payables included in the Statement of Financial Position are as follows:

			October 31,						January 31,
			2015			2014			2015
									(audited)
	Payable to Company directors and companies controlled by directors	$	254,055		$	84,341		$	120,485

These amounts are non-interest bearing and unsecured with no fixed term of repayment.

Related party transactions with directors and companies controlled by directors included in the Statement of Comprehensive Loss are as follows:

			Nine months ended						Year ended
			October 31,						January 31,
			2015			2014			2015
									(audited)
	Consulting fees	$	250		$	1,600		$	1,600
	Interest expense		2,273			-			737
	Management fees		45,000			45,000			60,000
	Office rent		22,500			22,500			30,000
	Professional fees		7,063			6,071			8,113
		$	77,086		$	75,171		$	100,450

These transactions are recorded at the exchange amount, which is the consideration agreed to between the related parties.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

9.           Share capital

Authorized share capital
Unlimited number of common shares without par value.

Issued share capital
At October 31, 2015, there were 44,633,171 issued and fully paid common shares outstanding (January 31, 2015 and October 31, 2014 – 44,633,171) and all remaining shares have been released from escrow effective August 28, 2015. No shares were issued during the nine months ended October 31, 2015.

Basic and diluted loss per share
The calculation of basic and diluted loss per share for nine months ended October 31, 2015 was based on the net loss attributable to common shareholders of $116,597 (October 31, 2014 - $111,046) and the weighted average number of common shares outstanding of 44,633,171 (October 31, 2014 - 44,633,171). The diluted loss per share will not include the effect of any share purchase warrants outstanding in the future since the effect would be anti-dilutive.

Stock options
The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance in any twelve month period will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to 5 years from the date of grant at a price not less than the closing price of the Company’s shares on the last trading day before the grant of such options less any discount, if applicable, but in any event not less than $0.10 per share In connection with the foregoing, the number of common shares reserved for issuance to any one optionee insider in any twelve month period will not exceed ten percent (10%) of the issued and outstanding common shares and the number of common shares reserved for issuance to any one employee or consultant will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities.

At October 31, 2015, the Company had no issued or outstanding stock options.

Share purchase warrants
At October 31, 2015, there were no share purchase warrants outstanding.

10.         Convertible debt reserve

The convertible debt reserve records the equity component of convertible debt with liability and equity components. On conversion, the amount recorded is transferred to share capital.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

11.         Income taxes

At year ended January 31, 2015, the Company had various tax pools relating to deductible temporary differences available to reduce future taxable income which expire as follows:

		Canadian non-
		capital losses			Resources pool						Share issue
								Equipment			costs
2015	$	83,521		$	-		$	-		$	-
2026		132,052			-			-			-
2027		175,837			-			-			-
2028		152,040			-			-			-
2029		182,808			-			-			-
2030		105,295			-			-			-
2031		243,513			-			-			-
2032		278,811			-			-			-
2033		273,858			-			-			-
2034		240,001			-			-			-
2035		190,044
No expiry		-			508,841			2,407			69,683
	$	2,057,780		$	508,841		$	2,407		$	69,683

A valuation allowance has been used to offset the net potential benefit related to the future tax assets arising from these deductible temporary differences due to the uncertainty associated with the ultimate realization of both the non-capital losses and the resource pools before expiry.

These tax pools will be updated during year ended January 31, 2016.

12.         Financial instruments and financial risk management

The Company is exposed in varying degrees to financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is as follows:

Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts and its credit and security deposit. The Company’s cash and credit card deposit are deposited in bank accounts held with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank with a high credit rating as determined by rating agencies. The Company’s secondary exposure to risk is on its GST receivable is minimal since it is refundable from the Canadian Government.

Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an on-going basis. The Company ensures there are sufficient funds to meet short-term business requirements, taking into account its current cash position and potential funding sources.

Historically, the Company's source of funding has been either the issuance of equity securities for cash through private placements or loans from Company directors and officers. The Company’s access to financing is always uncertain and there can be no assurance of continued access to significant funding from these sources.

The accompanying notes are an integral part of these financial statements

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Rouge Resources Ltd.

Notes to the Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

For the nine months ended October 31, 2015 and 2014

Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the Company’s functional currency. The Company only operates in Canada and is therefore not exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company’s cash account.

Classification of financial instruments
Financial assets included in the Statement of Financial Position are as follows:

			October 31,						January 31,
			2015			2014			2015
									(audited)
	Fair value through profit and loss:
	Cash	$	2,326		$	3,261		$	271
	Credit card security deposit		6,900			6,900			6,900
		$	9,226		$	10,161		$	7,171

Other financial liabilities included in the Statement of Financial Position are as follows:

			October 31,						January 31,
			2015			2014			2015
									(audited)
	Non-derivative financial liabilities:
	Trade payables	$	9,196		$	19,113		$	16,943
	Loan payable		39,676			39,676			39,676
	Related party payables		254,055			84,341			120,485
		$	302,927		$	143,130		$	177,104

Fair value
The fair value of the Company’s financial assets and liabilities approximate the carrying amounts included in the Statements of Financial Position.

13.         Capital management

The Company's policy is to maintain a sufficient capital base so as to maintain investor and creditor confidence, safeguard the Company’s ability to support the exploration and development of its exploration and evaluation assets and to sustain future development of the business. The capital structure of the Company consists of share and working capital. There were no changes in the Company's approach to capital management during the year and the Company is not subject to any restrictions on its capital.

14.         Segmented information

The Company operates in a single reportable operating segment being the acquisition, exploration and development of mineral properties, currently all located in Canada.

The accompanying notes are an integral part of these financial statements

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ROUGE RESOURCES LTD.
(An Exploration Stage Company)

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

FOR NINE MONTHS ENDED OCTOBER 31, 2015
(Stated in Canadian Dollars)

 

 

 

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

ITEM 1.1        DATE AND INTRODUCTION

This Management Discussion and Analysis (“MD&A”) was prepared as of December 15, 2015 and authorized for issuance by the directors of the Company effective on this date. This report should be read in conjunction with both the interim financial statements and notes for the nine months ended October 31, 2015 and the audited financial statements and notes for the year ended January 31, 2015. It focuses on events and activities that affected the Company during the nine months ended October 31, 2015 and to the date of this report.

The financial information contained herein complies with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) along with interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Therefore, they comply with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting.”

The Company (“We”) was incorporated under the name “Gemstar Resources Ltd.” on March 31, 1988 pursuant to the provisions of the Company Act (British Columbia). In March 2006, we were transitioned to the Business Corporations Act (British Columbia). On March 25, 2008, the Company’s name was changed to “Rouge Resources Ltd”. Our registered and records office is located at 203-409 Granville Street, Vancouver BC, V6C 1T2.

We have been a reporting issuer in British Columbia and Alberta since April 3, 1989 and became a “foreign private issuer” in the United States pursuant to filings with the US Securities and Exchange Commission in November 2003. Prior to August 30, 2012, our common shares were quoted OTC:BB in the United States under the symbol ROUGF and now, effective on this date, are also listed for trading on the TSX Venture Exchange under the symbol ROU.

At October 31, 2015, there were 44,633,171 issued and fully paid common shares outstanding (January 31, 2015 and October 31, 2014 – 44,633,171) and all remaining shares were released from escrow effective August 28, 2015.

We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets. Additional information on the Company is available on both SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Description of business

The Company is a Vancouver-based junior mineral exploration company engaged in the business of acquiring, exploring, evaluating and, if warranted, developing mineral resource properties in Canada. No revenue has been generated since inception and there is no assurance that a commercially viable mineral deposit exists on our exploration and evaluation assets. Further exploration is required before a final evaluation of the economic feasibility can be determined. Significant financing and considerable time and effort will be required before our mineral claims can be further explored and, if warranted, developed into a commercial enterprise.

We now hold a 100% interest in 9 claims in the Thunder Bay Mining District of North Central Ontario, known as the Dotted Lake Property including the 2 Lampson Lake claims acquired under a 4 year option agreement fully paid by April 20, 2014 and following completion of our claims reduction and reconfiguration plan duringquarterendedApril30,2015.

We continue to monitor claims in North-Central Ontario and plan to make additional acquisitions in this and other areas when and if the claims are considered to be strategic or otherwise beneficial to the Company.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

ITEM 1.2        OVERALL PERFORMANCE

During the nine months ended October 31, 2015, the Company reported a net loss of $116,597 compared to a net loss of $111,046 for the same period last year. In addition, we expended $7,000 on our exploration and evaluation assets during the current period compared to $13,434 for the same period last year.

Exploration and evaluation assets

The following table summarizes the amounts expended on exploration and evaluation assets for the nine months ended October 31, 2015 and year ended January 31, 2015:

		North-Central Ontario						Total for nine			Total for year
					Lampson			months ended			ended
		Dotted Lake			Lake mining			October 31,			January 31,
		mining claims			claims			2015			2015
		$			$			$			$
Property acquisition costs
Balance, beginning		4,400			59,213			63,613			74,140
Expenditures		7,000			-			7,000			16,900
Impairment											(27,427	)
Balance, ending		11,400			59,213			70,613			63,613
Exploration and evaluation costs
Balance, beginning		213,728			-			213,728			216,867
Additions
Field and camp costs											-
Geological consulting and reporting											-
Geo-referencing
Project administration											934
Soil sample analysis											-
Impairment											(4,073	)
		-			-			-			(3,139	)
Balance, ending		213,728			-			213,728			213,728
Total balance, ending	$	225,128		$	59,213		$	284,341		$	277,341

We now hold a 100% interest in 9 claims in the Thunder Bay Mining District of North Central Ontario, known as the Dotted Lake Property (“The Property”) including the 2 adjacent Lampson Lake claims acquired under a 4 year option agreement fully paid by April 20, 2014.

Primarily due to continuing uncertainty in the market conditions of the junior mining exploration sector over the past few years, the Company commenced a claims reduction and reconfiguration plan on The Property during the year ended January 31, 2015 and proceeded to record an impairment charge of $31,500 at this year-end date. This plan was designed to focus entirely on claims of merit resulting in certain claims being allowed to lapse, certain claims being partially re-staked, and certain land positions being modified or increased and was completed during the first quarter ended April 30, 2015.

Plan implementation included payment of $4,400 during the year ended January 31, 2015 and $7,000 during the quarter ended April 30, 2015, both for re-staking.

The 2 Lampson Lake claims are subject to a 2% net smelter royalty (“NSR”) in favour of the Optionors on one claim and with respect to the other, a combination of a 2% NSR in favour of the Optionors and a 1% NSR on any metals and/or a 1% Net Sales Return royalty payable to Ontario Exploration Company (“OEC”) on any precious metals recovered from the property. The Company has the right to buy back 1% of the NSR in favour of the Optioners for $1,000,000 and to buy back three-quarters of 1% of the royalty vested with OEC over 10 years on an increasing scale from $15,000 to $750,000.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Although our work on The Property in the past few years has identified some gold mineralization hosted in sulphide rich shear bands in granitoid rock, there is no assurance that a commercially viable mineral deposit exists on our exploration and evaluation assets. Accordingly, we continue to consider The Property to be an early stage exploration project requiring additional exploration expendituresin order to gain better understanding of the strike content and width of the gold mineralization uncovered during past exploration programs. Significant additional financing and time & effort will be required before further exploration can be conducted and, if warranted, developedt into a commercial enterprise.

Our NI 43-101 Technical Report from late 2010 recommended a Phase 1 budget for future exploration of $226,600 to continue with more soil sampling, prospecting and trenching on the Property followed by a Phase 2 budget including diamond drilling, if warranted, depending on results of Phase 1. However, due to the challenging economic circumstances still persisting for the Junior Mineral Exploration sector, implementation of this program has been delayed until more favorable market conditions return.

ITEM 1.3        SELECTED FINANCIAL INFORMATION

The following table summarizes selected financial information as at and for the nine months ended October 31, 2015 and 2014 with comparative figures as at and for the year ended January 31, 2015:

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

ITEM 1.4        RESULTS OF OPERATIONS

The following table summarizes results of operations for the three and nine months ended October 31, 2015 and 2014 with comparative figures for the year ended January 31, 2015:

Revenue

The Company is a Vancouver-based junior mineral exploration company and has not generated any revenues since inception.

Nine months ended October 31, 2015

For nine months ended October 31, 2015, the Company reported a net loss of $116,597 compared to $111,046 for the same period last year. This $5,551 increase in loss resulted from the following:

-	Minor $71 decrease in amortization of equipment.
-	$1,350 decrease in business consulting fees.
-	$2,273 increase in interest expense due to the significant increase in related party payables and the personal cost of borrowings now required to fund these amounts.
-	$1,843 decrease in office administration and travel expenses mainly due to lower cost of doing business.
-	$7,903 increase in professional fees (legal, audit and accounting) primarily due to commencement of quarterly accruals this year not done last year.
-	$1,361 decrease in transfer agent and filing fees.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Three months ended October 31, 2015

For three months ended October 31, 2015, a net loss of $37,389 was reported compared to a net loss of $35,926 for the same period last year. This $1,463 increase in net loss resulted from the following:

-	Minor $22 decrease in amortization of equipment.
-	$1,000 decrease in business consulting fees
-	$435 increase in interest expense due to the significant increase in related party payables and the personal cost of borrowings now required to fund these amounts.
-	$1,780 increase in office administration and travel expenses due to higher cost of doing business this quarter compared to same quarter last year.
-	$907 increase in professional fees (legal, audit and accounting) primarily due to commencement of quarterly accruals this year not done last year.
-	$637 decrease in transfer agent and filing fees

ITEM 1.5        SUMMARY OF QUARTERLY RESULTS

The following table summarizes operating results for the eight most recently completed quarters:

Our net losses are fairly consistent from quarter to quarter being comprised mainly of management services, professional services, office administration and transfer agent & filing fees. However, due to year-end audit adjustments, the 4^th quarters ended January 31, 2015 and 2014 show higher losses than the average, which ranges between $34,000 and $41,000.

ITEM 1.6        LIQUIDITY

The following table summarizes the Company’s working capital position at October 31, 2015 and 2014 with comparative figures at year ended January 31, 2015:

		As at October 31,						As at January 31,
Working Capital		2015			2014			2015
Current assets	$	2,781		$	4,974		$	1,020
Current liabilities		(312,627	)		(143,130	)		(187,469	)
Working capital (deficiency)		(309,846	)	$	(138,156	)	$	(186,449	)

During nine months ended October 31, 2015, working capital deficiency increased to $309,846 from $186,449 as at January 31, 2015. This $123,397 increase was due exclusively to funding of current operating expenses.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

The current assets as at October 31, 2015 included cash of $2,326 (January 31, 2015 - $271) and GST receivable of $455 (January 31, 2015 - $749). The current liabilities as at October 31, 2015 included $58,572 of trade payables, accrued liabilities and loan payable (January 31, 2015 - $66,984) and $254,055 of related party payables (January 31, 2015 - $120,485).

The following table summarizes cash flows for nine months ended October 31, 2015 and 2014 with comparative figures for year ended January 31, 2015:

Cash Flows		Nine Months Ended October 31,						Year Ended
		2015			2014			January 31, 2015
Net cash used in operating activities	$	(124,515	)	$	(117,557	)	$	(152,291	)
Net cash used in investing activities		(7,000	)		(13,434	)		(17,834	)
Net cash provided by financing activities		133,570			37,786			73,930
Increase (decrease) in cash		2,055			(93,205	)	$	(96,195	)
Cash, beginning		271			96,466			96,466
Cash, end	$	2,326		$	3,261		$	271

	(i)	Net cash used in operating activities of $124,515 in the 2015 period and $117,557 in the 2014 period was due in both periods to on-going operating losses and relatively small changes in non-cash working capital items.
	(ii)	Net cash used in investing activities of $7,000 in the 2015 period and $13,434 in the 2014 period was due to completion of the claims reduction and reconfiguration plan in the 2015 period and final scheduled payment on the Lampson Lake option agreement in the 2014 period.
	(iii)	Net cash provided by financing activities of $133,570 in the 2015 period and $37,786 in the 2014 period was due exclusively to on-going funding of operating expenses and exploration and evaluation expenditures by related parties.

ITEM 1.7        CAPITAL RESOURCES

Share Capital

Authorized share capital
The Company’s authorized share capital consisted of an unlimited number of common shares without par value.

Issued share capital
As at October 31, 2015, there were 44,633,171 issued and fully paid common shares outstanding (January 31, 2015 and October 31, 2014 – 44,633,171) and all remaining shares have been released from escrow effective August 28, 2015. No shares were issued during the nine months ended October 31, 2015.

Basic and diluted loss per share
The calculation of basic and diluted loss per share for nine months ended October 31, 2015 was based on the net loss attributable to common shareholders of $116,597 (October 31, 2014 - $111,046) and the weighted average number of common shares outstanding of 44,633,171 (January 31, 2015 and October 31, 2014 – 44,533,171). Diluted loss per share will not include the effect of any share purchase warrants outstanding in the future since the effect would be anti-dilutive.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Stock options
The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance in any twelve month period will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to 5 years from the date of grant at a price not less than the closing price of the Company’s shares on the last trading day before the grant of such options less any discount, if applicable, but in any event not less than $0.10 per share In connection with the foregoing, the number of common shares reserved for issuance to any one optionee insider in any twelve month period will not exceed ten percent (10%) of the issued and outstanding common shares and the number of common shares reserved for issuance to any one employee or consultant will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities.

At October 31, 2015, the Company had no issued or outstanding stock options.

Share purchase warrants
At October 31, 2015, there were no share purchase warrants outstanding.

Capital Management
The Company's policy is to maintain a sufficient capital base so as to maintain investor and creditor confidence, safeguard the Company’s ability to support its exploration and evaluation assets and to sustain future development of the business. The capital structure of the Company consists of share and working capital. There were no changes in the Company's approach to capital management during the year and the Company is not subject to any restrictions on its capital.

With no operating revenues to date, we continue to finance our operations through the issuance of common shares and advances from related parties. Although two private placements were completed in late August 2012 raising a net amount of $842,794 after share issue costs, there is no assurance that additional financing will be available when needed in the future nor, if available, on commercially reasonable terms. If we are unable to obtain additional financing on a timely basis, either through issuance of more common shares or obtaining additional advances from related parties, we may not be able to meet our obligations as they come due which may impact our ability to continue as a going concern in the future.

To a significant extent, our ability to continue raising capital is affected by trends and uncertainties beyond our control. These include general economic conditions, the market prices for precious metals and results from our exploration programs. The Company’s ability to reach its business objectives may be significantly impaired if general economic conditions continue to deteriorate, prices for metals such as zinc, gold, copper and platinum fall or if results from planned exploration programs are unsuccessful.

ITEM 1.8        OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

ITEM 1.9        TRANSACTIONS WITH RELATED PARTIES

The following amounts are due to related parties as at October 31, 2015 and 2014 with comparative figures as at year ended January 31, 2015:

		As At October 31,						As At January 31,
		2015			2014			2015
								(audited)
Payable to Company directors and companies controlled by directors	$	254,055		$	84,341		$	120,485

These amounts are non-interest bearing and unsecured with no fixed term of repayment.

Related party transactions with directors and companies controlled by directors included in the Statement of Comprehensive Loss are as follows:

		Nine months ended October 31,						Year ended January 31,
		2015			2014			2015
								(audited)
Consulting fees	$	250		$	1,600		$	1,600
Interest expense		2,273			-			737
Management services		45,000			45,000			60,000
Office rent		22,500			22,500			30,000
Professional services		7,063			6,071			8,113
	$	77,086		$	75,171		$	100,450

These transactions are recorded at the exchange amount, which is the consideration agreed to between the related parties.

ITEM 1.10      FOURTH QUARTER ENDED JANUARY 31, 2016

Not applicable at this time.

ITEM 1.11      SUBSEQUENT AND PROPOSED TRANSACTIONS

Nothing material at this time.

ITEM 1.12      CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Basis of preparation
These interim financial statements have been prepared on an accrual basis; are based on historical costs, modified where applicable; and are presented in Canadian dollars unless otherwise noted.

Significant estimates and assumptions
The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include: the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, recoverability and measurement of deferred tax assets, and provisions for restoration and environmental obligations and contingent liabilities.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Significant judgments
The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates and assumptions, in applying accounting policies. The most significant judgments in preparing the Company’s financial statements include:

-	Assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; and
-	Classification / allocation of expenditures as exploration and evaluation assets or operating expenses.

ITEM 1.13      CHANGES IN ACCOUNTING POLICIES

There were no changes in accounting policies during the current year. However, new accounting standards issued recently are as follows:

New standard IFRS 9 “Financial Instruments”
This new standard is a partial replacement of IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new requirements for the classification and measurement of financial assets, additional changes relating to financial liabilities, a new general hedge accounting standard which will align hedge accounting more closely with risk management. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted.

New standard IFRS 15 “Revenue from Contracts with Customers”
This new standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2017 with early adoption permitted.

The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on its financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

ITEM 1.14.      FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT

The Company is exposed in varying degrees to financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling & reporting structures. The type of risk exposure and the way in which such exposure is managed by the Company is as follows:

Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts and its credit card deposit. The majority of cash is deposited in bank accounts held with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. 10

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

The Company’s secondary exposure to risk is on its harmonized sales tax refundable which is minimal since it is recoverable from the Canadian Government.

Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company attempts to ensure there is sufficient access to funds to meet on-going business requirements, taking into account its current cash position and potential funding sources.

Historically, the Company's source of funding has been either the issuance of equity securities for cash through private placements or advances from directors and officers. The Company’s access to financing is always uncertain and there can be no assurance of continued access to significant funding from these sources.

Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the Company’s functional currency. The Company only operates in Canada and is therefore not exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company’s cash account.

Commodity Price Risk
The Company’s ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of precious metals. The Company closely monitors commodity prices to determine the most appropriate course of action.

Classification of financial instruments
Financial assets included in the Statements of Financial Position are as follows:

			As At October 31,						As At January 31,
			2015			2014			2015
									(audited)
	Fair value through profit and loss:
	Cash	$	2,326		$	3,261			271
	Credit card security deposit		6,900			6,900			6,900
		$	9,226		$	10,161			7,171

Other financial liabilities included in the Statements of Financial Position are as follows:

			As At October 31,						As At January 31,
			2015			2014			2015
									(audited)
	Non-derivative financial liabilities:
	Trade payables	$	9,196		$	19,113		$	16,943
	Loan payable		39,676			39,676			39,676
	Related party payables		254,055			84,341			120,485
		$	302,927		$	143,130		$	177,104

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Fair value
The fair value of the Company’s financial assets and liabilities approximate the carrying amounts included in the Statement of Financial Position.

ITEM 1.15      OTHER MD&A REQUIREMENTS

Management’s Responsibility for Financial Statements
Management is responsible for the preparation and fair presentation of the Company’s financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Conflicts of interest
The Company’s directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (BC) (“Corporations Act”) dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

Business and Regulatory Risks
We are engaged in the mineral exploration business and manage related industry risk directly. We are potentially at risk for environmental reclamation and fluctuations and commodity-based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements. At present, the Company is not required to provide for restoration and environmental obligations so no provision has been made. However, there is no certainty that all environmental risks and contingencies have been addressed.

Our exploration program will require significant future expenditures and there is no assurance any commercial mineral quantities will be found. If we are unable to generate significant revenues from our mineral claims, continued losses are expected into the foreseeable future. There is no history upon which to base any assumption as to the likelihood we will prove successful, and there is no assurance that we will generate any revenues nor ever achieve profitability. If unsuccessful in addressing these risks, the business will fail and investors could lose all of their investment in the company.

Regulatory risks include the possible delays in getting regulatory approval to the transactions that senior management and the Board of Directors believe to be in the Company’s best interest, increased fees for statutory filings, and the introduction of increasingly more complex reporting requirements which must be complied with in order to maintain our public company position.

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Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2015

Cautionary note regarding forward-looking statements
This Management Discussion and Analysis may contain certain “forward-looking statements”, as defined in the United States Private Securities Litigation Reform Act of 1995, and within the meaning of Canadian securities legislation, relating to the proposed use of proceeds. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” ”projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, the following: a change in the use of proceeds, the volatility of mineral prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, and the other risk factors discussed in greater detail in the Company’s various filings on SEDAR (www.sedar.com) with Canadian securities regulators and its filings with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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FORM 52-109FV2

CERTIFICATE OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Linda Smith, Chief Executive Officer for Rouge Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of Rouge Resources Ltd. (the "Issuer") for the interim period ended October 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: December 15, 2015

/s/ Linda Smith                                                  
Linda Smith
Chief Executive Officer
Rouge Resources Ltd

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FORM 52-109FV2

CERTIFICATE OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Ronald McGregor, Chief Financial Officer for Rouge Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of Rouge Resources Ltd. (the "Issuer") for the interim period ended October 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: December 15, 2015

/s/ Ronald McGregor                                                     
Ronald McGregor
Chief Financial Officer
Rouge Resources Ltd

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